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Aviva Industries Limited — Proxy Solicitation & Information Statement 2025
Sep 24, 2025
61407_rns_2025-09-24_423b77c3-f1f4-4485-9855-c53dbca23947.pdf
Proxy Solicitation & Information Statement
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To, Department of Corporate Services BSE Limited Phiroze Jeejeebhoy Towers Dalal Street Mumbai — 400 001 Scrip Code: 512109
Dear Sir/ Madam,
Subject: Corrigendum to the Notice of 41 Annual General Meeting of the Company to be held on September 30, 2025
Ref: Our intimation dated September 08, 2025 relating to Notice of 415 Annual General Meeting and Annual Report of the Company for the FY ended March 31, 2025
In continuation to our earlier intimation dated September 08, 2025, we are submitting herewith the Corrigendum to the Notice of 41 Annual General Meeting ('AGM") of the Members of the Company scheduled to be held on Tuesday, September 30, 2025 at 12:00 P.M (IST) through Video Conference/ Other Audio- Visual Means in accordance with the applicable circulars issued by Ministry of Corporate Affairs ('MCA") and the Securities and Exchange Board of India ('SEBT').
This Corrigendum is being issued by way of a clarification and is intended to form an integral part of the AGM Notice.
Members and other stakeholders are requested to read the AGM Notice in conjunction with this Corrigendum. All other contents of the AGM Notice save and except as clarified, modified or supplemented by this Corrigendum, shall remain unchanged.
The Corrigendum is being dispatched to the Members by electronic means on the email addresses registered with the Depository Participant(s)/ Company/ the Registrar and Share Transfer Agents of the Company. Copy of this Corrigendum will also be available on the website of the Company at https://www.avivaindustries.com/investor.html
This may be treated as a disclosure under Regulation 30 and other applicable provisions of SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015, as amended.
You are requested to take the same on record.
Yours faithfully, For, AVIVA INDUSTRIES LIMITED BHARVIN PATEL Digitally signed by BHARVIN PATEL Date: 2025.09.24 16:34:00 +05'30'
BHARVIN PATEL SURESHBHAI Director DIN: 01962391
Opp. Indraprastha, Borivali (W) Mumbai, Maharashtra 400092
Registered Office : 4th Floor, Jaya Talkies, S. V. Road, Corporate Office : C-3/1001, Anushruti Tower, Near Jain Temple, Opp. New York Tower, Near Thaltej Cross Road, S. G. Highway, Ahmedabad 3800;4 Phone/Fax : +91-79-26856515/16, Email : [email protected] Website : www.avivaindustries.com | CIN : L51100MH1984PLC034190

CORRIGENDUM TO THE NOTICE OF 41 ANNUAL GENERAL MEETING
This Corrigendum is being issued to the Notice of 41 Annual General Meeting (AGM) of the Members of the Company scheduled on Tuesday, September 30, 2025 at 12:00 P.M. (IST) through Video Conferencing ('VC") / Other Audio Visual Means ("OAVM").
This Corrigendum to the Notice of AGM dated September 24, 2025 is being issued by way of a clarification and shall form an integral part of the Notice of AGM which has already been circulated to shareholders of Company on September 08, 2025. The Notice of the AGM shall always be read in conjunction with this Corrigendum.
Item No. 10 To Consider and approve Issuance and allotment up to 3,10,00,000 fully convertible equity warrants of the company in one or more tranches by way of preferential basis
To Consider and if thought fit, to pass with or without modification(s), the following resolution as Special Resolution:
"RESOLVED THAT pursuant to the provisions of Sections 23(1)(b), 42, 62(1)(c) and other applicable provisions, if any, of the Companies Act, 2013 (the "Act"), the Companies (Prospectus and Allotment of Securities) Rules, 2014, the Companies (Share Capital and Debentures) Rules, 2014 and other applicable rules made thereunder (including any statutory modification(s) or re-enactment(s) thereof for the time being in force) and in accordance with the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018 (the "SEBI ICDR Regulations") and the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (the "SEBI Listing Regulations"), as amended from time to time, the listing agreements entered into by the Company with BSE Limited (the "Stock Exchange") on which the equity shares of the Company having face value of Re. 10 each ("Equity Shares") are listed, and subject to any other rules, regulations, guidelines, notifications, circulars and clarifications issued thereunder from time to time by the Ministry of Corporate Affairs, the Securities and Exchange Board of India ("SEBT') and/or any other competent authorities (hereinafter referred to as "Applicable Regulatory Authorities") from time to time to the extent applicable and the enabling provisions of the Memorandum of Association and Articles of Association of the Company, and subject to such approvals, consents and permissions as may be necessary or required , the consent and approval of the Members of the Company ("Members") be and is hereby accorded to the Board of Directors of the company to create, issue, offer and allot up to 3,10,00,000 Fully Convertible Equity Warrants at issue price of Rs 28/- per Convertible Equity Warrant including premium of Rs. 18/- per Convertible Equity Warrant aggregating upto Rs 86,80,00,000/- (Eighty Six Eighty Lakhs only) or such other price as may be determined in accordance with the provisions of Chapter V of SEBI (ICDR) Regulations, convertible into equivalent number of fully paid up equity share of the company of face value of Re. 10/- (Rupees Ten Only) at an option of the proposed Allottees, within a maximum period of 18 months from the date of allotment of warrants to specified investors, on a preferential basis ("Preferential Issue"), and on such terms and conditions as may be determined by the Board, to the following persons ("Proposed Allottees Non-Promoter/Public) as detailed below:
Regislered Office : 4th Floor, Jaya Talkies, S. V. Road, Corporate Office : C-3/1001, Anushruti Tower, Near Jain Temple, Opp. G . New York Tower, Near Thaltej Cross Road, S. G. Highway, Ahmedabad Opp. Indraprastha, Borivali (W) Mumbai, Maharashtra 380054, Phone/Fax: +91-79-26856515/16, Email aviva,an{d@gmail,com 400092. Website : www.avivaindustries.com | CIN : L51100MH1984PLC034190

| Sr. No. |
Name of Proposed Allottee | Equity No. of 'Warrant proposed be to issued |
Category |
|---|---|---|---|
| 1 : |
Anandbhai Jankabhai Gavli | 16,00,000 | Non Public -Institutional - - Resident Individual |
| ) : |
Md Zahid | 16,10,000 | Non Public -Institutional - - Resident Individual |
| 3 |
Surti Viralkumar Sureshbhai | 16,20,000 | Non Public -Institutional - - Resident Individual |
| 4 |
Jitendrasinh Jashvantsinh Thakor |
15,90,000 | Non Public -Institutional - - Resident Individual |
| 5 : |
Pravinbhai Kashyabhai Jogari | 15,95,000 | Non Public -Institutional - - Resident Individual |
| 6 |
Khalifa Irfan Yusufmiya | 15,85,000 | Non Public -Institutional - - Resident Individual |
| 7 : |
Parmar Rajubhai Senabhai | 16,00,000 | Non Public -Institutional - - Resident Individual |
| 3 |
Pruthviraj Jesingbhai Rathod | 15,80,000 | Non Public -Institutional - - Resident Individual |
| 9 : |
Parmar Sanjay Dilipbhai | 16,05,000 | Non Public -Institutional - - Resident Individual |
| 10 : |
Hinhor Mahesh Madubhai |
16,10,000 | Non Public -Institutional - - Resident Individual |
| 1 : |
Mavi Vijay Kanubhai | 16,15,000 | Non Public -Institutional — - Resident Individual |
| 2 : |
Parmar Alkeshbhai Ratanbhai | 16,20,000 | Non Public -Institutional - - Resident Individual |
| 3 : |
Ganpatbhai Gvoinbhai Parmar |
16,15,000 | Non Public -Institutional - - Resident Individual |
| 14 ! |
Chavdhari Navinbhai Rameshbhai | 15,95,000 | Non Public -Institutional — - Resident Individual |
| 5 : |
Bamaniya Pareshbhai |
15,90,000 | Non Public -Institutional - - Resident Individual |
Registered Office : 4th Floor, Jaya Talkies, S. V. Road, fiown;atr: gffice :NC-J/;::D'I, Anushruti Tower, Near Jain Temple, Opp. &t . ew York Tower, Near Thaltej Cross Road, S. G. Highway, Ahmedabad Opp. Indraprastha, Borivali (W) Mumbai, Maharashtra 380054, Phone/Fax: 491-79-26856515/16, Emal - [email protected] 400092 Website : www.avivaindustries.com | CIN : L51100MH1984PLC034190

| 16. | Yogeshkumar Bamaniya | 4,90,000 | Non Public -Institutional - - Resident Individual |
|---|---|---|---|
| 17. | Akash Chandrasinh Bhil | 16,20,000 | Non Public -Institutional - - Resident Individual |
| 18. | Solanki Arjunsinh Gambhirsainh | 16,20,000 | Non Public -Institutional - - Resident Individual |
| 19. | Rameshbhai Kukabhai Bamniya |
16,20,000 | Non Public -Institutional - - Resident Individual |
| 20. | Rathod Papubhai Babubhai | 16,20,000 | Non Public -Institutional - - Resident Individual |
| TOTAL | 3,10,00,000 |
RESOLVED FURTHER THAT in terms of the provisions of Chapter V of the SEBI ICDR Regulations, the relevant date for determining the floor price for the Preferential Issue of the warrant is Friday, 29 August, 2025 ("Relevant Date") being the date 30 days prior to the date on which this resolution shall be considered to be passed.
RESOLVED FURTHER THAT without prejudice to the generality of the above Resolution, the issue of the Equity Warrant convertible into Equity Shares under the Preferential Issue shall be subject to the following terms and conditions apart from others as prescribed under applicable laws:
- a) Each Warrant held by the proposed allottee shall entitle each of them to apply for and obtain allotment of 1 (One) Equity Share of the face value of Re. 10/- (Rupees Ten Only). The Equity Warrants may be exercised by the Warrant holder, in one or more tranches, at any time on or before the expiry of 18 months from the date of allotment of the 'Warrants by issuing a written notice to the Company specifying the number of Warrants proposed to be exercised along with the aggregate amount payable thereon. The Company shall accordingly, without any further approval from the Members, allot the corresponding number of Equity Shares in dematerialized form.
- b) The proposed Equity Warrant allottees shall, on the date of allotment of Equity Warrants, pay an amount equivalent to at least 25% of the warrant issue price shall be payable upfront along with the application and the balance 75% shall be payable by the Proposed Allottee on the exercise of option of conversion of the warrant(s) in one or more tranches.
- c) The Proposed Allottee shall pay the consideration of Equity Warrants convertible into equity shares to the company from its respective bank account and in case of joint holders the consideration shall be paid from the bank account of person whose name appears first in the application.
Registered Office : 4th Floor, Jaya Talkies, S. V. Road, fiolpo;at; Office : C-3/1001, Anushruti Tower, Near Jain Temple, Opp. Omp. lndraprastha, Borivali (W) Mumbai, Maharashtra lew York Tower, Near Thaltej Cross Road, S. G. Highway, Ahmedabad 400092380054. Phone/Fax : +91-79-26856515/16, Email : [email protected] Website : www.avivaindustries.com | CIN : L51100MH1984PLC034190

- d) the Equity Shares proposed to be allotted pursuant to the conversion of these Equity 'Warrants shall be under lock in for such period as may be prescribed under SEBI ICDR Regulations.
- e) The Convertible Equity Warrants so allotted under this resolution shall not be sold, transferred, hypothecated or encumbered in any manner during the period of lock-in provided under SEBI ICDR Regulations except to the extent and in the manner permitted there under.
- f) The Convertible Equity Warrants shall be allotted to the proposed allottee within a period of 15 days from the date of passing of the special resolution by the Members, provided that where the allotment of Convertible Equity Warrants is subject to receipt of any approval or permission from any regulatory authority or Government of India, the allotment shall be completed within a period of 15 days from the date of receipt of last of such approvals or permissions.
- g) The Convertible Equity Warrant holder may apply for the conversion of the outstanding Convertible Warrants into equity shares of the Company within 18 (eighteen) months from the date of allotment of the Equity Warrants on the payment of the specified consideration against each warrant.
- h) In the event the Equity Warrant Holder(s) Equity do not exercise Warrants within the Equity Warrant Exercise Period (i.e 18 months from the date of allotment of Equity 'Warrants), the Equity Warrants shall lapse and the amount paid shall stand forfeited by the Company.
- i) The issue of Equity shares on account of exercise option by proposed allottee shall rank pari passu with the existing paid-up equity shares of the company.
- j) The issue of Equity Warrants arising from the exercise of the Equity Warrants shall be governed by the regulations and guidelines issued by SEBI or any other statutory authority as the case may be or any modifications thereof.
- k) The Equity Warrants by itself until converted into Equity Shares, do not give to the 'Warrant Holder(s) any voting rights in the Company in respect of such Equity Warrants.
- 1) The price determined above and the number of Equity Shares to be allotted on exercise of the Equity Warrants shall be subject to appropriate adjustments as permitted under the rules, regulations and laws, as applicable from time to time.
- m) The Equity Shares arising from the exercise of the Equity Warrants will be listed on the Stock Exchanges subject to the receipt of necessary regulatory permissions and approvals as the case may be.
RESOLVED FURTHER THAT for the purpose of giving effect to this Resolution, the Board of Directors of the company, be and are hereby authorized to do all such acts, deeds, matters and things as it may, in its absolute discretion, deem necessary, desirable or expedient, including without limitation, issuing clarifications, resolving all questions of doubt, effecting any modifications or changes to the foregoing (including modification to the terms of the issue), entering into contracts, arrangements, agreements, documents (including for appointment of

agencies, intermediaries and advisors for the Preferential Issue) and to authorize all such persons as may be necessary, in connection therewith and incidental thereto as the Board in its absolute discretion shall deem fit without being required to seek any fresh approval of the Members and to settle all questions, difficulties or doubts that may arise in regard to the offer, issue and allotment of the warrants convertible into equity shares and listing thereof with the Stock Exchanges as appropriate and utilisation of proceeds of the Preferential Issue, take all other steps which may be incidental, consequential, relevant or ancillary in this connection and to effect any modification to the foregoing and the decision of the Board shall be final and conclusive.
RESOLVED FURTHER THAT any Board of Directors of the company be and are hereby authorized to delegate all or any of the powers herein conferred, as it may deem fit in its absolute direction, to any committee of the Board or any one or more Director(s)/ Company Secretary/any Officer(s) of the Company to give effect to the aforesaid resolution".
For, AVIVA INDUSTRIES LIMITED
Sd/- BHARVIN PATEL SURESHBHAI Director DIN: 01962391
Date: 24.09.2025 Place: Mumbai
Registered Office : 4th Floor, Jaya Talkies, S. V. Road, Corporate Office : C-3/1001, Anushruti Tower, Near Jain Temple, Opp. oA R New York Tower, Near Thaltej Cross Road, S. G. Highway, Ahmedabad Opp. Indraprastha, Borivali (W) Mumbai, Maharashtra 380054, Phone/Fax: +91-79-26856515/16, Email :aviva,af:[email protected] 400092. Website : www.avivaindustries.com | CIN : L51100MH1984PLC034190

EXPLANATORY STATEMENT
Item No. 10 To issue and allotment up to 3,10,00,000 fully convertible equity warrants of the company in one or more tranches by way of preferential basis.
In accordance with Sections 23(1)(b), 42 and 62(1)(c) and other applicable provisions of the Companies Act, 2013 (the "Act") and the Companies (Prospectus and Allotment of Securities) Rules, 2014, the Companies (Share Capital and Debentures) Rules, 2014 and other applicable rules made thereunder (including any statutory modification(s) or re-enactment(s) thereof for the time being in force) and in accordance with the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018 (the "SEBI ICDR Regulations") and the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (the "Listing Regulations"), as amended from time to time, approval of shareholders of the Company by way of special resolution is required to issue of 3,10,00,000 Convertible Equity Warrants by way of preferential basis to allottees ("Proposed Allottees") at an issue price of Rs. 28/- per warrant ("Issue Price") or such other price as may be determined in accordance with the provisions of Chapter V of SEBI (ICDR) Regulations.
It may be noted that;
-
All equity shares of the Company are already made fully paid up as on date.
-
The current holding of Proposed Allottees in the Paid-up equity share capital of the Company is as follows:
| Sr. | Name of No. Allottee |
Proposed | Catesor gory |
No. of ]SZl:l::?s, already Held |
o, e/(;uity of shares held by d propose allottee |
}Bzunlel;?cti:l Owner |
|---|---|---|---|---|---|---|
| 1. | Anandbhai Gavli |
Jankabhai Public | Non - Institutional - Resident Individual |
NIL | Not Applicable |
Registered Office : 4th Floor, Jaya Talkies, S. V. Road, Corporate Office : C-3/1001, Anushruti Tower, Near Jain Temple, Opp. OppA lndraprastha, Borivali (W) Mumbai, Maharashtra New York Tower, Near Thaltej Cross Road, S. G. Highway, Ahmedabad y 380054. Phone/Fax : +91-79-26856515/16, Email : [email protected] 00092. Website : www.avivaindustries.com | CIN : L51100MH1984PLC034190

| 2. | Md Zahid | Public - Non Institutional - Resident Individual |
NIL | Not Applicable |
|
|---|---|---|---|---|---|
| 3. | Surti Sureshbhai |
Viralkumar Public - Non Institutional - Resident Individual |
NIL | Not Applicable |
|
| 4. | Thakor Jashvantsinh |
Jitendrasinh Public - Non Institutional - Resident Individual |
NIL | Not Applicable |
|
| 5. | Pravinbhai Jogari |
Kashyabhai Public - Non Institutional - Resident Individual |
NIL | : | Not Applicable |
| 6. | Khalifa Irfan Yusufmiya | Public - Non Institutional - Resident Individual |
NIL | Not Applicable |
|
| 7. | Parmar Rajubhai Senabhai Public - Non | Institutional - Resident Individual |
NIL | Not Applicable |
|
| 8. | Pruthviraj Rathod |
Jesingbhai Public - Non Institutional - Resident Individual |
NIL | : | Not Applicable |
| 9. | Parmar Sanjay Dilipbhai | Public - Non Institutional - Resident Individual |
NIL | - | Not Applicable |
| 10. Hinhor Mahesh Madubhai Public - Non | Institutional - Resident Individual |
NIL | Not Applicable |
||
| 11. | Mavi Vijay Kanubhai | Non Public - Institutional — NIL Resident |
- | Not Applicable |
Registered Office : 4th Floor, Jaya Talkies, S. V. Road, Opp. Indraprastha, Borivali (W) Mumbai, Maharashtra 400092

| Individual | |||||
|---|---|---|---|---|---|
| 12. Parmar Ratanbhai |
Alkeshbhai Public - Non Institutional - Resident Individual |
NIL | : | Not Applicable |
|
| 13. Ganpatbhai Parmar |
Gvoinbhai Public - Non Institutional - Resident Individual |
NIL | : | Not Applicable |
|
| 14. Chavdhari Navinbhai Public Rameshbhai |
Non - Institutional — Resident Individual |
NIL | : | Not Applicable |
|
| 15. Pareshbhai Bamaniya | Public - Non Institutional - Resident Individual |
NIL | Not Applicable |
||
| 16. Yogeshkumar Bamaniya | Public - Non Institutional - Resident Individual |
NIL | Not Applicable |
||
| 17. Akash Chandrasinh Bhil | Public - Non- NIL Institutional - Resident Individual |
- | Not Applicable |
||
| 18. Solanki Gambhirsainh |
Arjunsinh Public - Non- NIL Institutional - Resident Individual |
- | Not Applicable |
||
| 19. | Rameshbhai Bamniya |
Kukabhai Public - Non- NIL Institutional - Resident Individual |
- | Not Applicable |
|
| 20. Rathod Babubhai |
Papubhai Public - Non- NIL Institutional - Resident Individual |
- | Not Applicable |
Note: The current holding of proposed allottees disclosed above is based on the Benpos as on September 05, 2025.
The Company is in compliance with the conditions for continuous listing of equity shares as specified in the listing agreement with the stock exchange where the equity shares of the
Registered Office : 4th Floor, Jaya Talkies, S. V. Road, 20""';': ?ffice :NC-3/;20'1, Anushruti Tower, Near Jain Temple, Opp. P 3 ew York Tower, Near Thaltej Cross Road, S. G. Highway, Ahmedabad Opp. Indraprastha, Borivali (W) Mumbai, Maharashtra 380054. Phone/Fax : +91-79-26856515/16, Email - [email protected] 400092. Website : www.avivaindustries.com | CIN : L51100MH1984PLC034190

Company are listed and the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements), 2015, as amended, and any circular or notification issued by the SEBI thereunder;
The Company has obtained the Permanent Account Numbers of the proposed allottees. In terms of Section 102 of the Act, this Explanatory Statement sets out all the material facts in respect of aforementioned business. As required under Section 42 and 62(1)(c) of the Act read with Rule 14 of the Companies (Prospectus and Allotment of Securities) Rules, 2014 and Rule 13 of the Companies (Share Capital and Debentures) Rules, 2014 of Companies Act, 2013 and Chapter V of the SEBI ICDR Regulations, necessary information and details in respect of the proposed Preferential Issue of fully convertible equity warrants are as under:
i) Particulars of the Preferential Issue including date of passing of Board resolution:
The Board of Directors at their meeting held on Friday, September 05, 2025, subject to the approval of the Members in the AGM and such other approvals as may be required, approved the issuance of up to 3,10,00,000 Convertible Equity Warrants at issue price of Rs. 28/- per Equity Warrant, aggregating up to Rs 86,80,00,000/- (Eighty Six Crores and Eighty Lakhs only) or such other price as may be determined in accordance with the provisions of Chapter V of SEBI (ICDR) Regulations for cash consideration to a selected group of persons on a preferential basis.
ii) Kinds of securities offered and the price at which security is being offered and the aggregate amount proposed to be raised:
Up to 3,10,00,000 Convertible Equity Warrants at an issue price of Rs 28/- per Equity Warrant, up to Rs 86,80,00,000/- (Eighty Six Crore and Eighty Lakhs only).
iii) Objects of the Preferential Issue:
The proceeds of the Preferential Issue will be utilized for the below mentioned purposes (not necessarily in the same order):
- L For Fixed assets 10 crore;
-
- For Working capital requirements for Agro business-370.00 Crore;
- 1L For General Corporate Purposes- 36.80 Crore.
iv) The class or classes of persons to whom the allotment is proposed to be made:
The allotment is proposed to be made under the category of Promoters and Non-Promoters/ Public on Preferential basis
v) Maximum number of specified securities to be issued:
3,10,00,000 Convertible Equity Warrants.
vi) Relevant Date:

In terms of the provisions of Chapter V of the SEBI ICDR Regulations, relevant date for determining the floor price for the Preferential Issue is Friday, August 29, 2025, being the date 30 days prior to the date of remote e-voting.
vii) Basis on which the price has been arrived at and justification for the price (including premium, if any:
The equity shares of the company are listed on stock exchange (BSE Limited) and are infrequently traded in accordance with regulation 165 of the ICDR Regulations and BSE being the Stock Exchange with highest trading volumes for the preceding ninety trading days prior to the Relevant Date, has been considered for determining the floor price in accordance with the SEBI ICDR Regulations The floor price of Rs. 26.60/- is determined as per the pricing formula prescribed under the SEBI ICDR Regulations for the preferential issue of convertible warrant and it is higher of the following:
| Sr | ||||
|---|---|---|---|---|
| No | Method | Value | 'Weights | |
| 1 | PECV | -1.79 | 0 | 0.00 |
| NAV | 19.44 | 75 | 1458.34 | |
| Market August Price on 29, as |
||||
| 3 | 2025 | 48.05 | 25 | 1201.25 |
| Total | 100 | 2659.59 | ||
| Price | 26.60 |
The price determined by the valuation report dated September 05, 2025 issued by CS Abhishek Chhajed, Registered Valuer (IBBI Registration No. IBBI/RV/03/2020/13674): Rs. 26.60/- per share.
The Board proposes to issue the warrant at a price of Rs. 28/- per warrant, which is not less than the above floor price determined in accordance with SEBI ICDR Regulations. The Board found it justified considering current scenario of the Company etc.
The Link of valuation reports link is https://avivaindustries.com/investor.html.
viii) The intent of Promoter(s)/Director(s)/Key Managerial Personnel to subscribe to the offer and contribution being made by the promoters or directors either as part of the offer or separately in furtherance of objects:
Promoters of the issuer intends to subscribe to the Offer. Further as on the date of this notice the promoters or directors intent to contribute for the furtherance of the objects.
ix) Pre and Post Preferential issue Shareholding pattern of the Company:
The Equity Warrants are proposed to be allotted to the Non-promoters/Public. Details of shareholding of the Promoters and Non-promoters in the Company, prior to and after the proposed Preferential Issue, are as under:

| Category of Investor | g;;les:"e | Equity | Issue gl'::tres |
Equity |
|---|---|---|---|---|
| S | Shares Lo | N | 1 Shares |
|
| Group o Promoter and {I':Id";z;m |
7¢ 0o, | 45309 | 9.78,801 | 3.01% |
| Promoters/Promoter Indian Group |
R | R | : | |
| Individuals / HUF | - | - | - | - |
| Bodies Corporate | - | - | - | - |
| Sub Total | 9,78,891 | 65.30% | 9,78,891 | 3.01% |
| Foreign Promoters/Promoter Group - | - | - | - | |
| ::fli':;:::'g'::fip"r Promoter o 2291 | 65.30% | 9,78,891 | 3.01% | |
| Non-Promoters shareholding | ||||
| Institutions | - | - | - | - |
| Mutual Funds | - | - | - | - |
| Banks / Other FI | - | - | - | - |
| Insurance Companies | - | - | - | - |
| FIIs | - | - | - | - |
| Sub Total | - | - | - | - |
| Non- Institutions | ||||
| Bodies Corporate | 53,583 | 3.57% | 53,583 | 0.16% |
| Resident Indian | ||||
| Overseas | - | - | - | - |
| Resident Individuals | 4,13,293 | 27.56% | 3,14,13,293 | 96.7% |
| HUF/APOS/LLP/Trusts | 51,554 | 2.66% | 51,554 | 0.16% |
| Clearing Member | - | - | - | B |
| NRIs | 1679 | 0.11% | 1679 | 0.00% |
Registered Office : 4th Floor, Jaya Talkies, S. V. Road, Corporate Office : C-3/1001, Anushruti Tower, Near Jain Temple, Opp. OppA lndraprastha, Borivali (W) Mumbai, Maharashtra New York Tower, Near Thaltej Cross Road, S. G. Highway, Ahmedabad y380054. Phone/Fax : +91-79-26856515/16, Email : [email protected] 00092. Website : www.avivaindustries.com | CIN : L51100MH1984PLC034190

| Foreign Companies | - | - | - | - |
|---|---|---|---|---|
| Sub Total | 520109 | 34.70% | 3,15,20,109 | 96.89% |
| Total Non-Promoters' Shareholding |
5,20,109 | 34.70% | 3,15,20,109 | 96.89% |
| GRAND TOTAL | 14,99,000 | 100.00% 3,24,99,000 | 100.00% |
Note:
- 1) The Pre-Isslue Shareholding Pattern is based on Benpos as on Friday, September 05, 2025.
- 2) *The post-issue shareholding as shown above is calculated assuming full exercise of equity and warrants and consequent allotment of the equity shares of the Company.
- 3) The post issue shareholding pattern, in the above table has been prepared on the basis that the proposed allottee(s) will subscribe to all the 3,10,00,000 Equity Warrants which gets converts into Equity Shares. In the event for any reason, the proposed allottee(s) do not or are unable to subscribe to and/or are not allotted the Equity Shares they intent to do so, the shareholding pattern in the above table would undergo corresponding changes.
- 4) Ttis further assumed that shareholding of the Company in all other categories will change.
- 5) The Company will ensure compliance with all applicable laws and regulations including the SEBI ICDR Regulations at the time of allotment of Equity Warrants of the Company.
x) Time frame within which the Preferential Issue shall be completed:
As prescribed under the SEBI ICDR Regulations, 2018 the Equity Warrant convertible into equity shares shall be allotted by the Company within a period of 15 days from the date of passing of this Special Resolution, provided that where the allotment of the proposed Equity warrants convertible into equity shares is pending on account of receipt of any approval or permission from any regulatory or statutory authority, the allotment shall be completed within aperiod of 15 days from the date of receipt of last of such approvals or permissions.
xi) The percentage of post preferential issue capital that may be held by the allottee(s) and change in control, if any, in the issuer consequent to the preferential issue and Identity of the natural persons who are the ultimate beneficial owners of the Equity 'Warrants proposed to be allotted and/or who ultimately control the proposed allottees,
| N o. |
S Proposed r. Allottee |
Category | Ultimate Beneficial Owners |
No. Warrants Preferenti Issue issued |
of *Post al Capital that be held by held proposed |
Post % share of shares that may maybe by propose |
Holding |
|---|---|---|---|---|---|---|---|
| --------- | ------------------------------- | ---------- | ---------------------------------- | -------------------------------------------------- | ---------------------------------------------------------------------- | -------------------------------------------------------------------------- | --------- |
Registered Office : 4th Floor, Jaya Talkies, S. V. Road, Corporate Office : C-3/1001, Anushruti Tower, Near Jain Temple, Opp. UDpA Indraprastha, Borivali (W) Mumbai, Maharashtra New York Tower, Near Thaltej Cross Road, S. G. Highway, Ahmedabad 380054. Phone/Fax : +91-79-26856515/16, Email : [email protected] 400092. Website : www.avivaindustries.com | CIN : L51100MH1984PLC034190

| allottees | d allottes | |||||||
|---|---|---|---|---|---|---|---|---|
| Pre- tial |
*Post Preferen Preferenti al |
|||||||
| I. Anandbhai Jankabhai Gavli |
Public Non- Institutional Resident - Individual |
- Not Applicable |
16,00,000 | 16,00,000 | 4.92 | 0 | 16,00,000 | |
| 2. | Md Zahid | Public o - Non Institutional Resident - Individual |
Not Applicable |
16,10,000 | 16,10,000 | 4.95 | 0 | 16,10,000 |
| 3. Surti Viralkumar - Sureshbhai |
Public - Non Institutional Resident - Individual |
Not Applicable |
16,20,000 | 16,20,000 | 4.98 | 0 | 16,20,000 | |
| 4. Thakor Jitendrasinh - Jashvantsin Institutional h |
Public - Non Resident - Individual |
Not Applicable |
15,90,000 | 15,90,000 | 4.89 | 0 | 15,90,000 | |
| 5. Pravinbhai Kashyabhai - Togari |
Public - Non Institutional Resident - Individual |
Not Applicable |
15,95,000 | 15,95,000 | 4.90 | 0 | 15,95,000 | |
| 6. Khalifa [rfan Yusufiniya |
Public - Non Institutional Resident - Individual |
Not Applicable |
15,85,000 | 15,85,000 | 4.87 | 0 | 15,85,000 | |
| 7. Parmar Rajubhai Senabhai |
Public - Non - Institutional Resident - Individual |
Not Applicable |
16,00,000 | 16,00,000 | 4.92 | 0 | 16,00,000 |
Registered Office : 4th Floor, Jaya Talkies, S. V. Road, Opp. Indraprastha, Borivali (W) Mumbai, Maharashtra 400092
Corporate Office : C-3/1001, Anushruti Tower, Near Jain Temple, Opp. New York Tower, Near Thaltej Cross Road, S. G. Highway, Ahmedabad 380054. Phone/Fax : +91-79-26856515/16, Email : [email protected] Website : www.avivaindustries.com | CIN : L51100MH1984PLC034190

| Public | ||||||||
|---|---|---|---|---|---|---|---|---|
| 8. Pruthviraj Jesingbhai Rathod |
- Non - Institutional Resident - Individual |
Not ot Applicable |
15,80,000 | 15,80,000 | 4.86 | 0 | 15,80,000 | |
| 9. Parmar Sanjay Dilipbhai |
Public - Non - Institutional Resident - Individual |
Not ot Applicable |
16,05,000 | 16,05,000 | 4.93 | 0 | 16,05,000 | |
| 10. | Hinhor Mahesh Madubhai |
Public - Non - Institutional Resident - Individual |
Not ot Applicable |
16,10,000 | 16,10,000 | 4.95 | 0 | 16,10,000 |
| 11 | Mavi Kanubhai |
Vijay Public - Non Not - Institutional Resident — Individual |
Applicable | 16,15,000 | 16,15,000 | 4.96 | 0 | 16,15,000 |
| 12. | Parmar Alkeshbhai Ratanbhai |
Public - Non - Institutional Resident - Individual |
Not ot Applicable |
16,20,000 | 16,20,000 | 4.98 | 0 | 16,20,000 |
| 13. | Ganpatbhai Gvoinbhai Parmar |
Public - Non - Institutional Resident - Individual |
Not o" Applicable |
16,15,000 | 16,15,000 | 4.96 | 0 | 16,15,000 |
| 14. | Chavdhari Navinbhai Rameshbhai Institutional |
Public - Non Not - Resident — Individual |
Applicable | 15,95,000 | 15,95,000 | 4.90 | 0 | 15,95,000 |
| 15. | Pareshbhai Bamaniya |
Public - Non - Institutional Resident - Individual |
Not Applicable |
15,90,000 | 15,90,000 | 4.89 | 0 | 15,90,000 |
Registered Office : 4th Floor, Jaya Talkies, S. V. Road, Opp. Indraprastha, Borivali (W) Mumbai, Maharashtra 400092
Corporate Office : C-3/1001, Anushruti Tower, Near Jain Temple, Opp. New York Tower, Near Thaltej Cross Road, S. G. Highway, Ahmedabad 380054. Phone/Fax : +91-79-26856515/16, Email : [email protected] Website : www.avivaindustries.com | CIN : L51100MH1984PLC034190

| 16. | Yogeshkum Public o Bamaniya |
- Non : Institutional Resident - Individual |
N ot Applicable |
4,90,000 | 4,90,000 | 1.50 | 0 | 4,90,000 |
|---|---|---|---|---|---|---|---|---|
| 17 | Akash Chandrasin - h Bhil |
Public - Non Not Institutional Resident - Individual |
Applicable | 16,20,000 | 16,20,000 | 4.98 | 0 | 16,20,000 |
| 18. | Solanki Arjunsinh Gambhirsai nh |
Public - Non Not - Institutional Resident - Individual |
Applicable | 16,20,000 | 16,20,000 | 4.98 | 0 | 16,20,000 |
| 19. | Kukabhai Bamniya |
Rameshbhai Public - Non Not - Institutional Resident - Individual |
Applicable | 16,20,000 | 16,20,000 | 4.98 | 0 | 16,20,000 |
| 20. | Rathod Papubhai Babubhai |
Public - Non Not - Institutional Resident - Individual |
Applicable | 16,20,000 | 16,20,000 | 4.98 | 0 | 16,20,000 |
xiii) The justification for the allotment proposed to be made for consideration other than cash together with valuation report of the registered valuer:
The allotment is proposed to be made for consideration in cash.
xiv) Intimation on conversion of securities or on lapse of the tenure of the instrument:
3,10,00,000 Convertible Equity Warrants would be allotted only upon payment of 25% of the price of Equity warrant at the time of allotment. Each Equity warrant is convertible into 1 Equity Share and the conversion can be exercised at any time within a period of 18 months from the date of allotment, in one or more tranches, as the case may be and on such other terms and conditions as applicable. Option for conversion of warrants will be available upon payment of full price of warrant before such exercise of option.
xv) Change in Control, if any, in the Company consequent to the preferential issue:
There shall be no change in the management or control of the Company pursuant to the issue of Equity warrants on preferential basis.
xvi) Lock-in Period:
Registered Office : 4th Floor, Jaya Talkies, . V. Road, fi';'v:"';;'r: g;fi": :NC-JI;gD'Il, 'E'"s'"": T:WSE'. Jow it oo, O G . wer, Near Thaltej Cross Road, S. G. Opp. Indraprastha, Borivali (W) Mumbai, Maharashtra 380054. Phone/Fax : 491 -79-2'6856515/15,'Emai| avi'i:'!lydéflfififi: 400092. Website : www.avivaindustries.com | CIN : L51100MH1984PLC034190

The Equity Warrants and the Equity Shares allotted on account of the exercise of option by the warrant holder shall be locked for such period as specified under Regulation 167, 168 and other applicable regulations of SEBI ICDR Regulations.
xvii) The number of persons to whom allotment on preferential basis have already been made during the year, in terms of the number of securities as well as price.
During the Current Financial year 2025-26, the company has not made any preferential issue.
xviii) Material terms of raising such warrants:
As mentioned in the proposed resolution.
xix) Undertakings:
- a) Every Director and Promoter of the company has individually given an undertaking declaring that none of them is declared as wilful defaulter or fraudulent borrower as defined under the SEBI ICDR Regulations therefore disclosures specified in Schedule V1 is not required to given.
- b) Every Directors and Promoter of the company has individually given an undertaking declaring that none of them is declared as a fugitive economic offender as defined under the SEBI ICDR Regulations.
- c) Inthe event the price of the securities determined in accordance with the provisions of SEBI ICDR Regulations is different from the price determined by the company, the issue price shall be re-computed in terms of the provision of the SEBI ICDR Regulation.
- d) That if the amount payable on account of the re-computation of price is not paid within the time stipulated in these regulations, the specified securities shall continue to be locked in till the time such amount is paid by the allottees.
xx) Certificate from Practising Company Secretary:
The certificate from M/s. SCS AND CO. LLP, Practicing Company Secretary (Membership No.11334/COP:15131) certifying that the preferential issue is being made in accordance with the requirements contained in the SEBI ICDR Regulations shall be made available for inspection by the Members during the meeting and will also be made available on the Company's website and will be accessible at link https:/avivaindustries.com/investor.html
For, AVIVA INDUSTRIES LIMITED
Sd/- BHARVIN PATEL SURESHBHAI Director DIN: 01962391
Date: 24.09.2025 Place: Mumbai
Registered Office : 4th Floor, Jaya Talkies, S. V. Road, Corporate Office : C-3/1001, Anushruti Tower, Near Jain Temple, Opp. oA . New York Tower, Near Thaltej Cross Road, S. G. Highway, Ahmedabad Opp. Indraprastha, Borivali (W) Mumbai, Maharashtra 380054, Phone/Fax: +91-79-26856515/16, Email aviva,an:'[email protected] 400092. Website : www.avivaindustries.com | CIN : L51100MH1984PLC034190